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|   | 19. | **GOVERNING LAW.**  |

 THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES OF AMERICA, STATE OF CALIFORNIA AND LESSOR AND LESSEE AGREE TO EXCLUSIVE VENUE AND JURISDICTION OF THE UNITED STATES FEDERAL COURTS AND STATE COURTS OF CALIFORNIA IN THE
EVENT ANY DISPUTE ARISES WHICH RESULTS IN LITIGATION. 

  




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|   | 20. | **TAXES.**  |